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MTHM DRAFT
4/15/99
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GSI LUMONICS INC.
(Exact Name of issuer as specified in its charter)
NEW BRUNSWICK NOT APPLICABLE
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
105 SCHNEIDER ROAD, KANATA, ONTARIO, CANADA K2K 1Y3
(Address of Principal Executive Offices) (Zip Code)
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GENERAL SCANNING INC. 1981 INCENTIVE STOCK OPTION PLAN
GENERAL SCANNING INC. 1992 STOCK OPTION PLAN
GENERAL SCANNING INC. 1995 DIRECTORS' WARRANT PLAN
(Full titles of the plans)
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WARREN SCOTT NIX
PRESIDENT AND CHIEF OPERATING OFFICER
GSI LUMONICS INC.
130 LOMBARD STREET
OXNARD, CALIFORNIA 93030
(805) 488-5559
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
CHARLES J. GARDNER, ESQ.
LABARGE WEINSTEIN
XEROX TOWER
333 PRESTON STREET, 11/TH/ FLOOR
OTTAWA, ONTARIO K1S 5N4
(613) 231-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount To Be Offering Price Aggregate Amount of
Title of Securities To Be Registered Registered Per Share * Offering Price * Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 2,108,748 $ 4.0625 $ 8,566,788.75 $ 2,381.57
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* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933.
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by GSI Lumonics Inc. (the "Registrant"
or the "Company") with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement:
(1) the Registrant's prospectus, dated February 11, 1999, as filed
with the Commission on February 11, 1999, pursuant to Rule 424(b)
of the Securities Act of 1933, as amended;
(2) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 and its Current Report on Form 8-K dated March
31, 1999 and
(3) the description of the common stock of the Registrant contained
in the Registrant's registration statement filed with the
Commission under Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts or Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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New Brunswick law generally permits a corporation to indemnify its
directors and officers for all costs, charges and expenses incurred by the
person in respect of any action or proceeding to which that person is made a
party by reason of being a director or officer if the person (1) acted in good
faith with a view to the best interests of the corporation and, (2) in the case
of a criminal or administrative proceeding that is enforced by a monetary
penalty, the person had reasonable grounds for believing his conduct was lawful.
New Brunswick law generally requires a corporation to indemnify its directors
and officers if the person is substantially successful on the merits of his
defense of the action, the person fulfills (1) and (2) above, and is otherwise
fairly and reasonably entitled to indemnity.
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The GSI Lumonics By-Law generally provides that the corporation is
required to indemnify a director or officer against liability incurred in such
capacity to the extent permitted or required by New Brunswick law.
A policy of directors and officers' liability insurance is maintained
by the Registrant which insures directors and officers of the Registrant and its
subsidiaries for losses as a result of claims based upon the acts or omissions
as directors and officers of the Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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5.1 Opinion of Stewart McKelvey Stirling Scales regarding the legality of
the shares being registered, including Consent.
23.1 Consent of Stewart McKelvey Stirling Scales (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, independent public accountants.
24.1 Power of Attorney (included in signature pages).
Item 9. Undertakings
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
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aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oxnard, California on this 19 day of April,
1999.
GSI LUMONICS INC.
By: /s/ Warren Scott Nix
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Warren Scott Nix
President and
Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Warren Scott
Nix and Charles D. Winston and each of them severally, acting alone and without
the other, his true and lawful attorney-in-fact with the authority to execute in
the name of each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith,
any and all amendments (including without limitation post-effective amendments)
to this Registration Statement on Form S-8 necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
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Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Charles D. Winston Chief Executive Officer and Director April 19, 1999
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Charles D. Winston (Principal Executive Officer)
/s/ Robert J. Atkinson Chairman of the Board of Directors April 19, 1999
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Robert J. Atkinson
/s/ Warren S. Nix President, Chief Operating Officer, and April 19, 1999
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Warren S. Nix Director
___________________________ Director April __, 1999
Richard B. Black
___________________________ Director April __, 1999
Paul F. Ferrari
___________________________ Director April __, 1999
Yukihito Takahashi
/s/ Woodie C. Flowers Director April 18, 1999
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Woodie C. Flowers
/s/ Benjamin J. Virgilio Director April 15, 1999
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Benjamin J. Virgilio
/s/ Desmond J. Bradley Vice President, Finance & Chief April 15, 1999
- --------------------------- Financial Officer (Principal Financial
Desmond J. Bradley and Accounting Officer)
/s/ Warren Scott Nix
- --------------------------- ____________________________________________ April 19, 1999
Warren Scott Nix Authorized Representative in the United States
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Stewart McKelvey Stirling Scales regarding the legality of the
shares being registered, including Consent.
23.1 Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent public accountants.
24.1 Power of Attorney (included in signature pages).
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Exhibit 5.1
[Stewart McKelvey Stirling Scales]
April 19, 1999
GSI Lumonics Inc.
105 Schneider Road
Kanata, Ontario
Canada K2K 1Y3
Ladies and Gentlemen:
We have acted as counsel for GSI Lumonics Inc., a New Brunswick
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 proposed to be filed with the Securities and Exchange
Commission on or about April 19, 1999 (the "Registration Statement").
The Registration Statement covers the registration of shares of common
stock of the Company (the "Shares"), which are to be issued by the Company upon
exercise of stock options or warrants granted pursuant to the General Scanning
Inc. 1981 Incentive Stock Option Plan, as amended and restated, General Scanning
Inc. 1992 Stock Option Plan, as amended, and General Scanning Inc. 1995
Directors' Warrant Plan (the "Plans").
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plans and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
We further assume that all Shares issued upon exercise of options and
warrants granted or to be granted pursuant to the Plans will be issued in
accordance with the terms of such options and warrants and the Plans.
Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to New Brunswick law.
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GSI Lumonics Inc.
April 19, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued and delivered upon the exercise of options and warrants
duly granted pursuant to the Plans and against the payment of the purchase price
or exercise price therefor as provided in the relevant Plan and the instrument
evidencing the relevant grant, will be validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STEWART McKELVEY STIRLING SCALES
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the General Scanning Inc. 1981 Incentive Stock Option
Plan, the General Scanning Inc. 1992 Stock Option Plan, and the General Scanning
Inc. 1995 Directors' Warrant Plan, of GSI Lumonics Inc., of our report dated
February 9, 1998 with respect to the consolidated financial statements of
Lumonics Inc. in its Amendment No. 2 to the Registration Statement (Form S-4
No. 333-71449) and related Prospectus of Lumonics Inc. dated February 11, 1999,
filed with the Securities and Exchange Commission.
Ottawa, Canada /s/ ERNST & YOUNG LLP
February 12, 1999 Chartered Accountants
